Investor Relations | Corporate Governance

Audit System

Audit by Audit & Supervisory Board Members

The Company’s Audit & Supervisory Board is comprised of 2 full-time Audit & Supervisory Board Members and 3 Outside Audit & Supervisory Board Members, who are independent officers. The Audit & Supervisory Board Members timely collect information regarding management policies of TDK and conditions of business execution by Corporate Officers, etc. by attending the Board of Directors meetings as well as through regular attendance at the Executive Committee meetings, business plan review meetings and other important meetings and inspection of management reports and applications for internal decision-making. The Audit & Supervisory Board Members share and deliberate such information among themselves.
The Audit & Supervisory Board establishes the Company’s audit policy and annual audit plan, confirms the Company’s business conditions through regular meetings with the Board of Directors and Representative Director, etc., and expresses opinions and provides recommendations from time to time regarding tasks to be addressed by TDK (including matters concerning corporate governance and compliance), development and operation status of internal control, risks surrounding TDK, important issues in the Audit & Supervisory Board Members’ audit and other issues. Also, the Audit & Supervisory Board receives the internal audit report from the internal audit department and promote information sharing and collaboration with them through establishing regular meetings. On the other hand, the Audit & Supervisory Board promotes collaboration with the Accounting Auditor by discussing about audit plan with the Accounting Auditor, holding multiple meetings (including audit results report meeting and liaison meeting), and exchanging opinions regarding key audit matters (KAM) such as the valuation of goodwill and tangible fixed assets.

Internal Audit

The Management Review & Support Group, an internal audit department of the Company, is organized by 16 members. In this fiscal year, The Management Review & Support Group conducted hearings from the four committees under the direct control of the Executive Committee regarding their activities and verified compliance with relevant laws and regulations, internal regulations, etc. and the efficiency and effectiveness of the operation at operating departments and principal subsidiaries.
The Management Review & Support Group and full-time Audit & Supervisory Board Members share information. The Management Review & Support Group submits internal audit reports to full-time Audit & Supervisory Board Members, receives results of the Audit & Supervisory Board Members’ audit from full-time Audit & Supervisory Board Members and seeks to conduct effective internal audits.
The Management Review & Support Group regularly confirms the Accounting Auditor’s audit activities through quarterly financial statements, etc. and regularly exchanges opinions with the Accounting Auditor regarding the status of evaluation of the “effectiveness of internal controls over financial reporting” in accordance with the Financial Instruments and Exchange Act of Japan.

Accounting Audit

The Company has concluded an audit agreement with KPMG AZSA LLC and has been receiving accounting audits.
Certified public accountants who conducted the accounting audit of the Company include Mr. Michitaka Shishido, Mr. Michiaki Yamabe, and Mr. Kohei Shingaki, who belong to KPMG AZSA LLC and act as the company’s Designated Engagement Partners.
Additionally, 17 certified public accountants, 11 assistant certified public accountants, and 49 other people worked to assist the above accountants in conducting the Company’s accounting audit.

Audit fees, etc.
Details of fees to auditors

Category Fiscal 2022 Fiscal 2023
Audit fees
(Yen millions)
Fees for non-attest service
(Yen millions)
Audit fees
(Yen millions)
Fees for non-attest service
(Yen millions)
Filing company 449 6 394 -
Consolidated subsidiaries 29 - 46 -
Total 478 6 440 -

In fiscal 2022, the content of non-attest service that TDK Corporation will pay to KPMG AZSA LLC, TDK Corporation’s auditors, is for the production of comfort letters related to the issue of bonds.